Today's Top Gainer
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Your Directors have immense pleasure in presenting their 19th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31st March 2019.
1. FINANCIAL SUMMARY/HIGHLIGHTS, PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
|(Rs. in mn, except per share data)|
|Revenue from Operations||28,609.20||22,809.07||20,771.57||18,475.75|
|Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional Items||3,044.83||2,311.65||2,064.49||1,942.96|
|Less: Interest & Depreciation||2,087.54||1,467.05||1,266.04||977.24|
|Less: Exceptional Items||-||5.41||4.49||11.58|
|Profit Before Tax||957.29||850.01||793.96||954.14|
|Less: Income Tax||341.18||289.64||293.12||369.92|
|Profit/(Loss) After Tax||616.11||560.37||500.84||584.22|
|Add: Share of Profit/ (Loss) in Associate (Net)||(23.34)||(46.35)|
|Profit for the Year||592.77||514.02||500.84||584.22|
|Add: Other Comprehensive Income||(4.14)||34.79||(22.94)||(4.61)|
|Earnings Per Share (Basic)||2.92||2.53||2.47||2.88|
|Earnings Per Share (Diluted)||2.92||2.53||2.47||2.88|
*Expenses before depreciation and amortisation, finance costs and exceptional items
2. PERFORMANCE OVERVIEW Standalone Operations
During the year under review, the total income of the Company increased from Rs. 18,662.13 mn in FY 2017-18 to Rs. 20,948.19 mn in FY 2018-19.
Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items increased from Rs. 1,942.96 mn in FY 2017-18 to Rs. 2,064.49 mn in FY 2018-19.
Profit for the year decreased from Rs. 584.22 mn in FY 2017-18 to Rs. 500.84 mn in FY 2018-19.
During the year under review, the total income of the Company increased from Rs. 22,998.07 mn in FY 2017-18 to Rs. 28,775.92 mn in FY 2018-19.
Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items increased from 2,311.65 mn in FY 2017-18 to Rs. 3,044.83 mn in FY 2018-19.
Profit for the year increased from Rs. 514.02 mn in FY 2017-18 to Rs. 592.77 mn in FY 2018-19.
Your Company continues to emphasise on maintaining the highest standards of clinical excellence, patient care and satisfaction. With regards to accountability and governance, your Company continues to ensure an environment of transparency and responsibility while aiming for the highest standards of corporate governance and trust.
3. TRANSFER TO RESERVES Dividend and Transfer to Reserves
Based on the Companys performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs. 1.00 per share for the financial year ended 31st March 2019. The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 246.37 mn, including dividend tax.
The Directors have decided to retain an amount of 492.04 mn in the retained earnings.
Pursuant to SEBIs notification dated 8th July 2016, the Board of Directors of the Company have formulated a Dividend Distribution Policy ("the policy"). The detailed policy is annexed to this Report as Annexure I and is also available on our website (URL:https://www.narayanahealth. org/sites/default/files/download/codes-policies/dividend-declaration-policy-website.pdf ).
4. SUBSIDIARY AND ASSOCIATE COMPANIES
Review of Performance of Subsidiaries and Associate Companies
As on 31st March 2019, the Company has 10 Subsidiary Companies and 2 Associate Companies. Except Health City Cayman Islands Ltd, none of the other subsidiary companies is a Material Subsidiary within the meaning of Material Subsidiary as defined under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of the Companys Subsidiaries and Associates in Form AOC-1, that forms part of this Report is attached as Annexure II.
Pursuant to Section 129 of the Companies Act, 2013, the Consolidated Financial Statements of the Company, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the Rules made thereunder, forms part of this Annual Report.
Further, pursuant to provisions of Section 136 of the Companies Act, 2013:
i. The Annual Report of the Company, containing therein its standalone and consolidated financial statements are available on the Companys website (URL:https:// www.narayanahealth.org/stakeholder-relations)
ii. The audited financial statements of Subsidiary Companies are available on the website of the Company (URL:https://www.narayanahealth.org/stakeholder-relations)
The brief details of all the Subsidiary and Associate Companies are as follows:
i. Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)
NHSHPL is a wholly owned subsidiary of the Company and is engaged in the business of operating and maintaining hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary operates a multi-specialty hospital in Mysore, offering a wide range of services across specialties, which includes cardiology, cardiac surgery, nephrology, urology, neurology, neuro-surgery, endocrinology, orthopaedics, internal medicines, obstetrics, gynaecology, paediatrics, neonatology, gastroenterology and oncology, to name a few. The subsidiary also operates and runs the Dharamshila Narayana Super-specialty Hospital in Delhi under a Service Agreement with Dharamshila Cancer Foundation and Research Centre. Further, other financial information is included in Form AOC-1.
ii. Meridian Medical Research & Hospital Limited (MMRHL)
MMRHL is a subsidiary of the Company and is engaged in the business of operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary operates two hospitals in Howrah offering multi-specialty and super-specialty healthcare services like oncology, cardiology, cardiac surgery, nephrology, urology, neurology, neurosurgery, etc. Further, other financial information is included in Form AOC-1.
iii. Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)
NVDSHPL is a wholly owned subsidiary of the Company and is engaged in the business of providing healthcare services of superior quality with state of the art technology, clinics, health centres, diagnostic centres and other related activities. This subsidiary operates a hospital at Kakryal near Katra in Jammu which caters to patients across more than 20 different specialties, with radiology, obstetrics & gynaecology, oncology, etc. Further, other financial information is included in Form AOC-1.
iv. Narayana Hospitals Private Limited (NHPL)
NHPL is a wholly owned subsidiary of the Company and is authorised to engage in the business of operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.
v. Narayana Institute for Advanced Research Private Limited (NIARPL)
NIARPL is a wholly owned subsidiary of the Company and is authorised to engage in the business of research and development work connected with faculty of medicines and operation of hospitals, clinics, health centers, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.
vi. Narayana Health Institutions Private Limited (NHIPL)
NHIPL is a wholly owned subsidiary of the Company and is authorised to engage in the business of running medical colleges and operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.
vii. NH Health Bangladesh Private Limited (NHBPL)
NHBPL is a step-down subsidiary of the Company, incorporated on 22nd July 2018 and is authorised to engage in the business of running and operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.
viii. Narayana Cayman Holdings Ltd (NCHL)
NCHL is a wholly owned subsidiary of the Company and has the power and authority to carry out any object not prohibited by the Companies Law of the Cayman Islands. Further, other financial information is included in Form AOC-1.
ix. Narayana Holdings Private Limited (Narayana Holdings)
Narayana Holdings Private Limited, Mauritius is 100% step-down subsidiary of the Company incorporated in the Republic of Mauritius in April, 2016. Further, other financial information is included in Form AOC-1.
x. Health City Cayman Islands Ltd (HCCI)
HCCI is a Company incorporated in Cayman Islands and operates a hospital in Cayman Islands. HCCI is a 100% step down subsidiary of the Company. HCCI is a Material Subsidiary within the meaning of Material Subsidiary as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, other financial information is included in Form AOC-1.
i. Cura Technologies Inc (Cura)
Cura is an Associate Company incorporated in the State of Delaware, USA, in which the Company holds 43.33% of common stock of the Associate Company through NCHL and the remaining shares are held by Mr. Samir Mitra and others. This Company is engaged in the business of developing software and technology to transform delivery of patient care. Further, other financial information is included in Form AOC-1.
ii. ISO Healthcare
ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company holds 20% of the equity shares through its step-down subsidiary Narayana Holdings. Further, other financial information is included in Form AOC-1.
The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys Website (URL:https://www. narayanahealth.org/sites/default/files/download/codes-policies/Policy_for_material_subsidiary.pdf).
5. SHARE CAPITAL
As on 31st March 2019, the Authorised Share Capital of the Company is Rs. 3,800.00 mn comprising of 30,90,00,000 Equity Shares of Rs. 10 each and 7,10,00,000 Preference Shares of Rs. 10 each. The Paid-up Share Capital is Rs. 2,043.61 mn comprising of 20,43,60,804 Equity Shares of Rs. 10 each.
6. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:
i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.
ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.
vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit, Risk and Compliance Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2018-19.
7. BOARD OF DIRECTORS AND COMMITTEES
Composition of Board of Directors and changes thereof
As on 31st March 2019, the composition of your Companys Board has a right mix of Executive, Non-Executive and Independent Directors and thereby ensuring separation of management and governance while maintaining its independence. In compliance with the terms of the SEBI Regulations, Independent Directors constitute more than 50% of the Board strength including an independent women director as required to be appointed by top 500 listed entities.
|Type of Directorship||No. of Directors||% of Board Strength|
|Non-Executive & Non-Independent Directors||1||10%|
The Composition of the Board and Committees of the Board along with the changes in composition during the year is detailed in the Corporate Governance Report which forms a part of this Report.
During the year under review, Dr. Ashutosh Raghuvanshi had resigned as Vice-Chairman, Managing Director and Group CEO of the Company effective 11th February 2019.
Dr. Emmanuel Rupert, who was appointed as an Additional Director on the Board of the Company on 3rd February 2019, was appointed as Managing Director and Group CEO effective 11th February 2019 for a term of three years subject to confirmation of members of the Company at the ensuing Annual General Meeting of the Company.
Ms. Nivruti Rai was appointed as an Additional Director, and Independent Director effective 27th March 2019 for a term of three years subject to confirmation of members of the Company at the Annual General Meeting of the Company.
Mr. Viren Shetty, Whole-time Director was also appointed as Group Chief Operating Officer on 3rd February 2019.
Dr. Devi Prasad Shetty, Whole-time Director is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnels (KMPs) of the Company are:
|Sl.No.||Name of the KMPs||Position held in the Company|
|1.||Dr. Ashutosh Raghuvanshi||Vice-Chairman, Group CEO & Managing Director till 11th February 2019|
|2.||Dr. Emmanuel Rupert||Managing Director & Group CEO from 11th February 2019|
|3.||Mr. Venugopalan Kesavan||Group Chief Financial Officer|
|4.||Mr. Sridhar S.||Group Company Secretary, Legal & Compliance Officer|
Committees and their Constitution
As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed four Committees viz. Stakeholders Relationship Committee, Audit, Risk and Compliance Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and the details of membership of the Committees are disclosed in Corporate Governance Report which forms a part of Boards Report.
Keeping in view the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board reviews the Terms of Reference of these Committees and the nomination of Board Members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.
Number of Meetings of the Board
The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation.
The Board during the financial year under review met seven (07) times. Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the Report on Corporate Governance which forms a part of Boards Report.
8. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is uploaded on the Companys Website (URL:https://www.narayanahealth.org/sites/ default/files/download/codes-policies/Nomination-and-Remuneration-Policy.pdf).
9. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY
A Declaration of independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the Independent Directors of the Company.
10. PERFORMANCE EVALUATION OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of performance of every Director, Board and the Chairman was carried out by the Nomination and Remuneration Committee. The Chairman of the respective committees reviewed the performance of the respective committees. The performance evaluation of Non-Independent Directors and Board as a whole, Committees thereof and Chairman of the Company was also carried out by the Independent Directors through a separate meeting of the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.
The evaluation was carried out on the basis of response of the Directors to a structured questionnaire covering various aspects of Board performance such as Board composition and expertise, Board oversight, strategy and direction, Corporate Governance and Board administration and inputs shared by the Directors at the meeting.
11. RELATED PARTY TRANSACTIONS
The Company has taken necessary approvals as and when required as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the transactions entered into with the Related Parties are stated in the notes to accounts, and also in Form AOC-2 as prescribed under the Companies Act, 2013 which is annexed herewith as Annexure III.
12. CORPORATE SOCIAL RESPONSIBILITY
Your Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at (URL: https://www. narayanahealth.org/sites/default/files/download/codes-policies/NHL-CSR-Policy-Document-2016-17.pdf).
Your Company is building a robust support structure to empower the less privileged sections of society. Through its community outreach programs, your Company is building the infrastructure necessary to bring about the changes to ensure improved health and well-being for the community. As a responsible corporate citizen, your Company undertook several social welfare initiatives during the year under review. The Annual Report on CSR activities for FY 2018-19 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure IV and forms integral part of this Report.
13. PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and is appended herewith as Annexure V to the Boards Report.
The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Secretarial Team of the Company in this regard.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure VI.
15. CORPORATE GOVERNANCE
Your Company places utmost importance on its fiduciary role as a guardian of stakeholders interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledges this role and continues to propagate this belief through all layers of the organisation to create an environment of accountability and trust.
These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever expanding business needs while maintaining transparency and adherence to the above stated beliefs.
A Report on Corporate Governance, including Certificate from CEO and CFO as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been appended as Annexure VII and forms integral part of this Report.
Further, a Certificate from M/s. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Bengaluru, affirming the compliance with the various provisions of the Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure VIII.
16. BUSINESS RESPONSIBILITY REPORT
The Board of Directors of the Company has adopted the Business Responsibility Policy of the Company at its meeting held on 29th May 2017 which is available on our website URL:https://www.narayanahealth.org/stakeholder-relations/Company-policies.
Details of the various initiatives taken by the Company towards the well-being of consumers, employees and the equitable development of the society at large, sustainability of the environment, etc. are given separately in the Business Responsibility Report attached in Annexure IX.
A. Statutory Auditors
M/s. Deloitte Haskins and Sells LLP (Firm Registration Number 117366W/W-100018), Chartered Accountants, Bengaluru are the statutory auditors of the Company who were appointed at the 17th Annual General Meeting of the Company held on 3rd August 2017 for a period of 5 years.
The Auditors have issued an unmodified Report for the year ended 31st March 2019 and hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.
B. Cost Auditors
The Board has approved the appointment of M/s. PSV & Associates, Cost Accountants having Firm Registration Number 000304, as the Cost Auditor of the Company for the FY 2019-20, at a remuneration of Rs. 3,00,000 (Rupees Three Lakh) only, exclusive of tax and all out of pocket expenses incurred, if any, in connection with the cost audit.
The Board of Directors of the Company proposes the ratification of remuneration of M/s. PSV & Associates, Cost Accountants as the Cost Auditor of the Company, for FY 2019-20 at the ensuing Annual General Meeting.
C. Secretarial Auditor
The Company has appointed M/s. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Practicing Company Secretaries to undertake the Secretarial Audit of the Company for FY 2018-19. The Report of the secretarial audit is annexed herewith as Annexure X.
Pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its Annual Report, a Secretarial Audit Report, given by a Company Secretary in Practice. The Company in this regard, has received the Secretarial Audit Report from M/s. Ganapathi & Mohan, Practicing Company Secretaries, having their office at No. 31, Vidya Bhavan, 3rd Floor, West Anjaneya Temple Street, Basavanagudi, Bengaluru 560 004 (firm Registration No. P2002KR057100) and said Report is annexed herewith as Annexure XI.
There is no qualification, reservations or adverse remarks made by M/s. Ganapathi and Mohan, Practicing Company Secretaries, Secretarial Auditor of the Company in their Secretarial Audit Report.
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
18. INTERNAL AUDIT SYSTEMS
Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered Accountants, to conduct internal audit across the organisation during the year under review. We also have an in-house internal audit team to supplement and support the efforts of M/s. Ernst & Young LLP.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of the Report.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
21. PARTICULARS OF LOANS, SECURITIES, GUARANTEES AND INVESTMENTS
The loans given, security provided, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
22. EMPLOYEE STOCK OPTION PLAN
The Company has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP), 2015 pursuant to the approval of the Board on 7th September 2015 and the approval of Shareholders on 12th September 2015. The Plan is administered by the Nomination and Remuneration Committee through Narayana Health Employees Benefit
Trust. Pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 the details of the Employee Stock Option Plan are annexed as Annexure XII to this Report.
23. THE EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure XIII is available on the website of the Company at URL:https://www. narayanahealth.org/stakeholder-relations/investor-presentations.
24. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Companys operational and financial performance as well as the initiatives taken by the Company in its key functional areas are separately discussed in this Annual Report.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has developed a Whistle Blower Policy with a view to provide a mechanism for employees and Directors of the Company to voice concerns and grievances in a responsible manner. The policy of vigil mechanism is available on the Companys website at (URL: https://www. narayanahealth.org/sites/default/files/download/codes-policies/whistle_blower-NHPL.pdf).
Further, details of the same are provided in Corporate Governance Report attached to this Report.
27. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on prevention of sexual harassment in workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Below is the report on the same containing details of number of cases filed, their disposal, nature of action taken, number of cases pending and number of workshop/ awareness sessions conducted.
|No. of Cases Reported||No. of Cases Disposed||Nature of Action Taken||No. of Cases Pending||No. of Workshops Conducted (Induction & Refresher)||No. of Participants|
|11||11||Out of 11 cases, in 5 cases the services of the respondents were terminated. One case was not proved to be sexual harassment and subsequently action has been initiated as per the disciplinary policy. Five cases have been settled through conciliation and warning letters issued to the concerned party.||Nil||625||7826|
28. RISK MANAGEMENT POLICY
The Board of Directors of the Company at their meeting held on 31st October 2018 has decided to entrust the Audit, Risk and Compliance Committee to perform the role of a Risk Management Committee in terms of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has amended the Terms of Reference of the Committee suitably to include the following: i. To assist the Board of Directors in meeting its responsibility of oversight on identification, evaluation, mitigation and resolution of strategic, operational, financial, reputational and compliance risks.
ii. To approve Risk Management Policy of the Company and review the same annually to keep it updated to address varying nature and dynamics of risks faced by the Company from time-to-time.
iii. To review managements assessment of risk at least once in a year and provide an update to the Board in this regard.
The Company has implemented Enterprise Risk Management wherein business units and corporate functions review and address risks. This is being facilitated by the Internal Audit team of the Company. The Risk Management Policy of the Company is available on our website URL:https://www.narayanahealth.org/stakeholder-relations/Company-policies.
29. DECLARATION ON CODE OF CONDUCT
The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel as required under Regulation 34 read with Part D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A declaration signed by Dr. Emmanuel Rupert, Managing Director and Group CEO of the Company affirming the compliance with the Code of Conduct of the Company for the FY 2018-19 has been annexed as part of this Report.
Your Directors are grateful for all the help, guidance and support extended to them by patients, bankers, suppliers and investors. Your Directors also wish to thank the medical professionals and employees at each level for their hard work, commitment and performance during the year.
|For and on behalf of the Board|
|Dr. Emmanuel Rupert||Dr. Devi Prasad Shetty|
|Managing Director &||Chairman|
|Group CEO||DIN: 00252187|
|Date: 24th May 2019|